20151228Compliance Filing.pdf

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December 23,2015
Jean D. Jewell
Idaho Public Utilitie$ Commission
472 W . Washington StreeJ
Boise, ID 83702
Case No. AVU-U-I1-01
We are submitting the following information in compliance with the Commission's Order No. 32338
under Case No. AVU-U-I l-0t for the sale of securities not to exceed $450,000,000. An informational
notice regarding this issuance was previously provided to staffof the Commission.
On Deceynber 16, 20 I 5, Avista Corp. issued $ 1 00.0 million of 4.37 percent First Mortgege Bonds due in
2045 under a bond purchase agrcsment with certain institutional investors in the private placement
market. The new First Mortgag* Bonds were issued under and in accordance with the Mortgage and Deed
of Trust, dated as of June l, 1939, from the Company to Citibank, N.A., trustee, au amended and
supplemented by various supplemental indentures and othe.r inskuments.
ln connection with pricing of the First Mortgage Bondg whieh took place prior to the issuance of these
bonds, we cash settled five interest rate swap contracts and paid a total of $9.3 million, which will be
amortized as a component of interest expe.ns.e over the tife of the debt.
The bonds have not been, and will not tre, registered under the Securities Act of 1933 or any state
securities laws and may not be offersd or sold in the United States absent registration or an applicable
exemption from registration requirements.
The total net proceeds from the sale of the new bonds were used to repay a portion of the borrowings
outstanding under the Company's $400.0 million committed line of credit and for general corporate
purposes.
T*ble I"
Item Dollrr Amount Percent of Totsl
fim*s Pmccedc
Anangement Fees
frcceeds Payable to Applicailt
Interesl Rate Swaps
Other lssuance,/Twhnical liervices
Expensos
Sl flS,S,SCI0
(355,640)
10fi.09t
(0.4)
99,644*169
{9,}26,000)
{256,596}
99.6
(e.3)
(0.2)
Net Proceodsl 90,0611764 9&.la/a
I The Company is expecting additional fees primarily rolated to filing fees and potentially additional legal expenses
cuntntly unbilled, which may reduce the Company's net proceeds-
Page I of2
Att&cM 6ilq th€ term slrept fs this issuanoe and fts 5$s aupplerrrental iodonturu thrt rvas
sxgcrrt$d ir oon*eetion to thls issusnce.
Please contast lauren Pendcrgffi at (509] 495-2998 ifyou have any questions.
Sincaely,
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RichardN. $fcvcns
D:lrseto of Finqrce and Assistart Trcasurer
Fage 2 of2
^dT,Frrurxil.Debt Hvtte Placement Pricing ConfirmationStrirtly Private & Confrdentiel
Septembcr cS, aors
Issuer:Avista Cnrporation
Pricing Date:September t3, tors
Tbanchel $too,ooo,ooo of Fixed Rate First Mortgage Bonds
Clocing/Funding:December 16th, aolg
Interect Pa:nnentcl June r aud lleceillber t, commenring June r, eor6
Maturityr December t,2cl45
Pricing Meehnnics
end Invcstnr
Allocations:
Bullet Maturity
Benchrnark
Quote at Pricing
Credft Spread
Coupon
?.8750A l-'ST
30-Year
due 8/15/45
2.97Va
1.40%
px1
4.37ilo
ffiffi*w
Totab
30
25
25
10
10
30
25
25
10
10
100 s 100
Ch*nge ta
Documentation:
Documentation Change: Chan6c 58tl Supplemental Indentwe, Article I, Section r (IIXeXB) by
rorlsffino rc {allnue. ' /ryi- ,1^-lt!-.*^-^ rl.^r rL^ o_--o _-_
€r$Datemd excluding scheduled payments of interest that acsrued prior to the redemptiondate ..."
Due Diligence:TBD
mtbancorP
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ro,fg
(XraDman tlr{ Cutlef LJ,]P - InvestorC Coqnsel
r1r lvtlest Monroe Street
Chicago, IL 60603
Neil Manu
Telephone: grs-845-3784
Email : mann@chapman"com
W0 appreciate your participation in this transaetion. Pleese forwffd arry further inquires to thr Placument Agents below:
IJ.S. Banco$r Invcslmenta. Inc.
46r FifthAvenue, tgih Floor
HewYork,NYroorT
zog S. Lasalle $treet, 46 Floor
Chicago, IL 50604
JenryKokal
Manoging Dirertor
Telephone : Sla-g25-2oa6
gerald. kokal @usbank. com
Vialet PavlovGresu
Yice Presidenf
Telephone: 8U-67S-aa89
violet. grecu @usbanh som
MollyWer,hamtana
r{ssistant Vice Pre sident
l'elephone; I 66-6o z-17S6
molly.wecharata*a@ u*bank com
Yll"S$s [eryo Se.:urities. LLC
554 South ?ryon $treet, 5e Floor
Charlotte, NC z8zo3
Jcsh Leyine
Managing Direstor
Telephone: ? a4- 4ro- 4?[e-mail]
Chels€aBrrrrro
Analyst
Telephon e ; Ta 4- 4ro- 4T3g
chelsea.bruno @wellsfargo. eom
Ufibanc$rpIavtrtrrunrr', Irx',
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AVISTA CORPORATION
TO
CITIBAI\IK, N.A.
As Successor Trustee under
Mortgoge and Deed of Trust,
datedas ofJune 1, 1939
Fifty-eighth Supplemental Indenture
Providing among other thingsfor a series of bonds designated
"First Mortgage Bonds, 4.i7% Series due 2045"
Due December I, 2045
Dated as of December 1,2015
4815-0226-3078.v1 I
FIFTY-EIGHTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the l't day of December,2Ol5, between
AVISTA CORPORATION (formerly known as The Washington Water Power
Company), a corporation of the State of Washington, whose post office address is
l41l East Mission Avenue, Spokane, Washington 99202 (the "Company"), and
CITIBANK, N.A., formerly First National City Bank (successor by merger to First
National City Trust Company, formerly City Bank Farmers Trust Company), a national
banking association incorporated and existing under the laws of the United States of
America, whose post office address is 388 Greenwich Street, l4th Floor, New York, New
York l00l 3 (the "Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as
of June l, 1939 (the "Original Mortgage"), executed and delivered by the Company to
secure the payment of bonds issued or to be issued under and in accordance with the
provisions thereof, this indenture (the "Fifty-eighth Supplemental Indenture") being
supplementalto the Original Mortgage, as heretofore supplemented and amended.
WHEREAS pursuant to a written request of the Company made in
accordance with Section 103 of the Original Mortgage, FrancisM. Pitt (then Individual
Trustee under the Original Mortgage, as theretofore supplemented and amended) ceased
to be a trustee thereunder on July 23, 1969, and all of his powers as Individual Trustee
have devolved upon the Trustee and its successors alone; and
WHEREAS by the Original Mortgage the Company covenanted that it
would execute and deliver such further instruments and do such further acts as might be
necessary or proper to carry out more effectually the purposes of the Original Mortgage
and to make subject to the lien of the Original Mortgage any property thereafter acquired
intended to be subject to the lien thereof; and
WHEREAS the Company has heretofore executed and delivered, in
addition to the Original Mortgage, the indentures supplemental thereto and amendatory
thereof, and has issued the series of bonds, set forth in Exhibit A hereto (the Original
Mortgage, as supplemented and amended by the First through Fifty-seventh
Supplemental Indentures and, if the context shall so require, as to be supplemented by
this Fifty-eighth Supplemental Indenture, being herein sometimes called the
"Mortgage"); and
WHEREAS the Original Mortgage and the First through Fifty-sixth
Supplemental Indentures have been appropriately filed or recorded in various official
records in the States of Washington, Idaho, Montana and Oregon, as set forth in the First
through Fifty-seventh Supplemental Indentures and the Instrument of Further Assurance,
dated December 15, 2001, hereinafter referred to; and
WHEREAS the Fifty-seventh Supplemental Indenture, dated as of
December 1,2014, has been appropriately filed or recorded in the various official records
in the States of Washington, Idaho, Montana and Oregon, as set forth in Exhibit B hereto;
and
4815-0226-3078.v1 I
WHEREAS for the purpose of confirming or perfecting the lien of the
Mortgage on certain of its properties, the Company has heretofore executed and delivered
a Short Form Mortgage and Security Agreement, in multiple counterparts dated as of
various dates in 1992, and such instrument has been appropriately filed or recorded in the
various official records in the States of Montana and Oregon; and
WHEREAS for the purpose of confirming or perfecting the lien of the
Mortgage on certain of its properties, the Company has heretofore executed and delivered
an Instrument of Further Assurance dated as of December 15,2001, and such instrument
has been appropriately filed or recorded in the various official records in the States of
Washington, Idaho, Montana and Oregon; and
WHEREAS in addition to the property described in the Mortgage the
Company has acquired certain other property, rights and interests in property; and
WHEREAS Section 120 of the Original Mortgage, as heretofore amended,
provides that, without the consent of any holders of bonds, the Company and the Trustee,
at any time and from time to time, may enter into indentures supplemental to the Original
Mortgage for various purposes set forth therein, including, without limitation, to cure
ambiguities or correct defective or inconsistent provisions or to make other changes
therein that shall not adversely affect the interests of the holders of bonds of any series in
any material respect or to establish the form or terms of bonds of any series as
contemplated by Article II; and
WHEREAS the Company now desires to create a new series of bonds; and
WHEREAS Section 8 of the Original Mortgage, as heretofore amended,
provides that the form of each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of such series shall be
established by Resolution of the Board of Directors of the Company or by Treasurer's
Certificate, or shall be set forth in an indenture supplemental to the Original Mortgage;
that the form of such series, as so established, shall specify the descriptive title of the
bonds and various other terms thereof; and that such series may also contain such
provisions not inconsistent with the provisions of the Mortgage as the Company may, in
its discretion, cause to be inserted therein expressing or referring to the terms and
conditions upon which such bonds are to be issued andlor secured under the Mortgage;
and
WHEREAS the execution and delivery by the Company of this Fifty-
eighth Supplemental Indenture and the terms of the Bonds of the Fifty-ninth Series,
hereinafter referred to, have been duly authorized by the Board of Directors of the
Company by appropriate Resolutions of said Board of Directors, and all things necessary
to make this Fifty-eighth Supplemental Indenture a valid, binding and legal instrument
have been performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the
Company, in consideration of the premises and of other good and valuable consideration,
the receipt and sufficiency whereof are hereby acknowledged, hereby confirms the estate,
title and rights of the Trustee (including, without limitation, the lien of the Mortgage on
4815-0226-3078.v1't
the property of the Company subjected thereto, whether now owned or hereafter
acquired) held as security for the payment of both the principal of and interest and
premium, if any, on the bonds from time to time issued under the Mortgage according to
their tenor and effect and the performance of all the provisions of the Mortgage and of
such bonds, and, without limiting the generality of the foregoing, hereby confirms the
grant, bargain, sale, release, conveyance, assignment, transfer, mortgage, pledge, setting
over and confirmation unto the Trustee, contained in the Mortgage, of all the following
described properties of the Company, whether now owned or hereafter acquired, namely:
All of the property, real, personal and mixed, of every character
and wheresoever situated (except any hereinafter or in the Mortgage
expressly excepted) which the Company now owns or, subject to the
provisions of Section 87 of the Original Mortgage, may hereafter acquire
prior to the satisfaction and discharge of the Mortgage, as fully and
completely as if herein or in the Mortgage specifically described, and
including (without in anywise limiting or impairing by the enumeration of
the same the scope and intent of the foregoing or of any general
description contained in Mortgage) all lands, real estate, easements,
servitudes, rights of way and leasehold and other interests in real estate; all
rights to the use or appropriation of water, flowage rights, water storage
rights, flooding rights, and other rights in respect of or relating to water;
all plants for the generation of electricity, power houses, dams, dam sites,
reservoirs, flumes, raceways, diversion works, head works, waterways,
water works, water systems, gas plants, steam heat plants, hot water
plants, ice or refrigeration plants, stations, substations, offices, buildings
and other works and structures and the equipment thereof and all
improvements, extensions and additions thereto; all generators, machinery,
engines, turbines, boilers, dynamos, transformers, motors, electric
machines, switchboards, regulators, meters, electrical and mechanical
appliances, conduits, cables, pipes and mains; all lines and systems for the
transmission and distribution of electric current, gas, steam heat or water
for any purpose; all towers, mains, pipes, poles, pole lines, conduits,
cables, wires, switch racks, insulators, compressors, pumps, fittings,
valves and connections; all motor vehicles and automobiles; all tools,
implements, apparatus, furniture, stores, supplies and equipment; all
franchises (except the Company's franchise to be a corporation), licenses,
permits, rights, powers and privileges; and (except as hereinafter or in the
Mortgage expressly excepted) all the right, title and interest of the
Company in and to all other property of any kind or nature.
The Company hereby acknowledges that, as of the date of this
Fifty-eighth Supplemental Indenture, the real property located in the State
of Washington, taken as a whole, that is so conveyed or intended to be so
conveyed under the Mortgage is not used principally for agricultural
purposes.
The property so conveyed or intended to be so conveyed under the
Mortgage shall include, but shall not be limited to, the property set forth in
4815-0226-3078.v1 I
Exhibit C hereto, the particular description of which is intended only to
aid in the identification thereof and shall not be construed as limiting the
force, effect and scope ofthe foregoing.
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Original Mortgage) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the estate, right, title and interest
and claim whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every part and parcel
thereof.
THE COMPANY HEREBY CONFIRMS that, subject to the provisions of
Section 87 of the Original Mortgage, all the property, rights, and franchises acquired by
the Company after the date of the Original Mortgage (except any in the Mortgage
expressly excepted) are and shall be as fully embraced within the lien of the Mortgage as
if such property, rights and franchises had been owned by the Company at the date of the
Original Mortgage and had been specifically described therein.
PROVIDED THAT the following were not and were not intended to be
then or now or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed under the Mortgage and were, are
and shall be expressly excepted from the lien and operation of the Mortgage
namely: (l) cash, shares of stock and obligations (including bonds, notes and other
securities) not hereafter specifically pledged, paid, deposited or delivered under the
Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held
for the purpose of sale in the usual course of business or for consumption in the operation
of any properties of the Company; (3) bills, notes and accounts receivable, and all
contracts, leases and operating agreements not specifically pledged under the Mortgage
or covenanted so to be; (4) electric energy and other materials or products generated,
manufactured, produced or purchased by the Company for sale, distribution or use in the
ordinary course of its business; and (5) any property heretofore released pursuant to any
provisions of the Mortgage and not heretofore disposed of by the Company; provided,
however, that the property and rights expressly excepted from the lien and operation of
the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted in the event that the Trustee or a receiver or trustee shall enter
upon and take possession of the Mortgaged and Pledged Property in the manner provided
in Article XII of the Original Mortgage by reason of the occurrence of a Completed
Default as defined in said Article XII.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed by the Company in the Mortgage as aforesaid, or intended so to be,
unto the Trustee, and its successors, heirs and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same
terms, trusts and conditions and subject to and with the same provisos and covenants as
4815-0226-3078.v1 I
set forth in the Mortgage, this Fifty-eighth Supplemental Indenture being supplemental to
the Mortgage.
AND IT IS HEREBY FURTHER CONFIRMED by the Company that all
the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall
affect and apply to the property in the Mortgage described and conveyed, and to the
estates, rights, obligations and duties of the Company and the Trustee and the
beneficiaries of the trust with respect to said property, and to the Trustee and its
successors in the trust, in the same manner and with the same effect as if the said property
had been owned by the Company at the time of the execution of the Original Mortgage,
and had been specifically and at length described in and conveyed to said Trustee by the
Original Mortgage as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustee and its
successor or successors in such trust under the Mortgage, as follows:
ARTICLE I
Fifty-ninth Series of Bonds
SECTION l. (D There shall be a series of bonds designated "First
Mortgage Bonds, 4.37% Series due 2045" (herein sometimes referred to as the "Bonds of
the Fifty-ninth Series"), each of which shall also bear the descriptive title First Mortgage
Bond and the form thereof is set forth on Exhibit D hereto. The Bonds of the Fifty-ninth
Series shall be issued as fully registered bonds in denominations of One Thousand
Dollars and, at the option of the Company, any amount in excess thereof (the exercise of
such option to be evidenced by the execution and delivery thereof) and shall be dated as
in Section 10 of the Original Mortgage provided.
(II)
and characteristics:
The Bonds of the Fifty-ninth Series shall have the following terms
(a) the Bonds of the Fifty-ninth Series shall be limited in
aggregate principal amount to $100,000,000 (except for Bonds of such series
authenticated and delivered upon transfer ofor in exchange for, or in lieu of, other
Bonds of such series);
(b) the principal of Bonds of the Fifty-ninth Series shall (unless
theretofore paid) be payable on the Stated Maturity Date (as hereinafter defined);
(c) the Bonds of the Fifty-ninth Series shall bear interest at the
rate of four and thirty-seven one hundredths percentum (4.37oh) per annum;
interest on such Bonds shall accrue from and including December 16,2015,
except as otherwise provided in the form of bond attached hereto as Exhibit D;
interest on such Bonds shall be payable on each Interest Payment Date and at
Maturity (as each of such terms is hereinafter defined); and interest on such
Bonds during any period for which payment is made shall be computed on the
basis of a 360-day year consisting of twelve 30-days months;
4815-0226-3078.v1 I
(d) the principal of and premium, if any, and interest on each
Bond of the Fifty-ninth Series payable at Maturity shall be payable upon
presentation thereof at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or curency as at the time of
payment is legal tender for public and private debts. The interest on each Bond of
the Fifty-ninth Series (other than interest payable at Maturity) shall be payable by
check, in similar coin or currency, mailed to the registered owner thereof as of the
close of business on the Record Date (as hereinafter defined) next preceding each
Interest Payment Date; provided, however, that if such registered owner shall be a
securities depositary, such payment may be made by such other means in lieu of
check as shall be agreed upon by the Company, the Trustee and such registered
owner; and, provided, further, that, so long as any Bond of the Fifty-ninth Series
shall be held by (i) the original purchaser thereof under the Bond Purchase
Agreement (as hereinafter defined) or (ii) any other Institutional Investor (as
hereinafter defined) that (A) is the direct or indirect transferee of such Bond from
such original purchaser and (B) has made the same agreement relating to such
Bond as such original purchaser made in Section 8.2 of the Bond Purchase
Agreement, payment of principal of and premium, if any, and interest on such
Bond of the Fifty-ninth Series shall be payable in the manner specified in the
Bond Purchase Agreement.
(e) (i) Prior to the Par Call Date (as hereinafter defined),
the Bonds of the Fifty-ninth Series shall be redeemable in whole at any time, or in
part from time to time, at the option of the Company at a redemption price equal
to the greater of
(A) 100% of the principal amount of the Bonds being
redeemed, and
(B) the sum of the present values of the remaining scheduled
payments of principal of and interest (not including any portion of any
scheduled payment of interest which accrued prior to the redemption date)
on the Bonds being redeemed discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at a discount rate equal to the Treasury Yield (as hereinafter
defined) plus 50 basis points,
plus, in the case of either (A) or (B) above, whichever is applicable, accrued
interest on such Bonds to the date of redemption.
(ii) On or after the Par Call Date, the Bonds of the
Fifty-ninth Series shall be redeemable in whole at any time, or in part from time
to time, at the option of the Company at a redemption price equal to 100% of the
principal amount of the Bonds being redeemed plus accrued interest on such
Bonds to the date of redemption,
(0 (i) "Par Call Date" means June I ,2045.
4815-0226-3078,v1 I
(ii) "Treasury Yield" means, with respect to any
redemption of Bonds of the Fifty-ninth Series, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price. The Treasury
Yield shall be calculated as of the third business day preceding the earlier of (A)
the date notice of redemption is mailed to holders of Bonds of the Fifty-ninth
Series and (B) the date irrevocable arrangements with the Trustee for the mailing
of such notice shall have been made, as the case may be (the "Calculation Date").
(iii) "Comparable Treasury Issue" means the United
States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Bonds of the Fifty-ninth
Series that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.
(iv) 'oComparable Treasury Price" means (A) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the Calculation Date, as
set forth in the H.l5 Daily Update of the Federal Reserve Bank of New York or
(B) if such release (or any successor release) is not published or does not contain
such prices on such business day, the Reference Treasury Dealer Quotation for
the Calculation Date.
(v) "H.15(519)'o means the weekly statistical release
entitled "Statistical Release H.l5 (519)", or any successor publication, published
by the Board of Governors of the Federal Reserve System.
(vi) "H.15 Daily Update" means the daily update of
H.l5(519) available through the worldwide website of the Board of Governors of
the Federal Reserve System or any successor site or publication.
(vii) "lndependent Investment Banker" means any
independent investment banking institution of national standing appointed by the
Company and reasonably acceptable to the Trustee.
(viii) "Reference Treasury Dealer Quotation" means, with
respect to the Reference Treasury Dealer, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount and quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m. on the Calculation Date).
(ix) "Reference Treasury Dealer" means a primary U.S.
Government securities dealer in New York City appointed by the Company and
reasonably acceptable to the Trustee.
(g) If less than all of the outstanding Bonds of the Fifty-ninth
Series are to be redeemed, the principal amount to be redeemed shall be prorated
481 5-0226-3078.v1 I
among all of the holders of such Bonds in the proportion that their respective
holdings bear to the aggregate principal amount of such Bonds outstanding on the
date of selection. The portion of any Bond to be redeemed shall be in the
principal amount of $1,000 or an integral multiple thereof and such rounding
allocations as may be requisite for this purpose shall be made by the Trustee in its
uncontrolled discretion. The Trustee shall promptly notify the Company in
writing of the distinctive numbers of the Bond and the portions thereof so selected
for redemption.
(h) Except as provided in this subsection (II) of Section
Bonds of the Fifty-ninth Series shall not be redeemable prior to the
Maturity Date.
0II) (a) At the option of the registered owner, any Bonds of the
Fifty-ninth Series, upon surender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, The City of New York, shallbe exchangeable for
a like aggregate principal amount of Bonds of the same series of other authorized
denominations.
The Bonds of the Fifty-ninth Series shall be transferable, upon the
surrender thereof for cancellation, together with a written instrument of transfer in form
approved by the registrar duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan, The City
of New York.
Upon any exchange or transfer of Bonds of the Fifty-ninth Series, the
Company may make a charge therefor sufficient to reimburse it for any tax or taxes or
other governmental charge, as provided in Section 12 of the Original Mortgage, but the
Company hereby waives any right to make a charge in addition thereto or any exchange
or transfer of Bonds of the Fifty-ninth Series; provided, however, that the Company shall
not be required to make any transfer or exchange of any Bonds of the Fifty-ninth Series
for a period of l0 days next preceding any selection of such Bonds for redemption, nor
shall it be required to make transfers or exchange of any Bonds of the Fifty-ninth Series
which shall have been selected for redemption in whole or in part.
Unless and until the Company shall have delivered to the Trustee a written
order to the contrary, the Bonds of the Fifty-ninth Series shall bear a legend as to
restrictions on transfer substantially as set forth below:
The Bonds evidenced hereby have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered, sold, pledged or otherwise transferred in
contravention of the Securities Act.
(lV) For all purposes of this Fifty-eighth Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise requires, the terms
Iisted below, when used with respect to the Bonds of the Fifty-ninth Series, shall have the
meanings specified below:
4815-0226-3078.v1 I
"Bond Purchase Agreement" means the Bond Purchase Agreement, dated
October 20,2015, between the Company and the purchasers listed on Schedule A
thereto.
"Business Day" means any day, other than a Saturday or Sunday, which is
not a day on which banking institutions or trust companies in The City of New
York, New York are generally authorized or required by law, regulation or
executive order to remain closed.
"Institutional Investor" means (a) any original purchaser of a Bond of the
Fifty-ninth Series, (b) any holder of a Bond of the Fifty-ninth Series holding
(together with one or more of its affiliates) more than $1,000,000 in aggregate
principal amount of the Bonds of the Fifty-ninth Series, and (c) any bank, trust
company, savings and loan association or other financial institution, any pension
plan, any investment company, any insurance company, any broker or dealer, or
any other similar financial institution or entity, regardless of legal form.
"Interest Payment Date" means June I and December I in each year,
commencing June l, 2016.
"MaturifiP means the date on which the principal of the Bonds of the
Fifty-ninth Series becomes due and payable, whether at the Stated Maturity Date,
upon redemption or acceleration, or otherwise.
"Record Date", with respect to any Interest Payment Date, means the
close of business on the seventh Business Day preceding such Interest Payment
Date.
"Stated Maturity Date" means December 1,2045.
(V) Notwithstanding the provisions of Section 106 of the Original
Mortgage, as amended, the Company shall not cause any Bonds of the Fifty-ninth Series,
or any portion of the principal amount thereof, to be deemed to have been paid as
provided in such Section and its obligations in respect thereof to be deemed to be
satisfied and discharged prior to the Maturity thereof unless the Company shall deliver to
the Trustee either:
(a) an instrument wherein the Company, notwithstanding the
effect of Section 106 of the Original Mortgage, as amended, in respect of such
Bonds, shall assume the obligation (which shall be absolute and unconditional) to
irrevocably deposit with the Trustee such additional sums of money, if any, or
additional government obligations (meeting the requirements of Section 106), if
any, or any combination thereof, at such time or times, as shall be necessary,
together with the money and/or government obligations theretofore so deposited,
to pay when due the principal of and premium, if any, and interest due and to
become due on such Bonds or portions thereof, all in accordance with and subject
to the provisions of Section 106; provided, however, that such instrument may
state that the obligation of the Company to make additional deposits as aforesaid
shall be subject to the delivery to the Company by the Trustee of a notice
4815-0226-3078.v1 I
asserting the deficiency accompanied by an opinion of an independent accountant
showing the calculation thereof (which opinion shall be obtained at the expense of
the Company); or
(b) an Opinion of Counsel to the effect that the holders of such
Bonds, or portions of the principal amount thereof, will not recognize income,
gain or loss for United States federal income tax purposes as a result of the
satisfaction and discharge of the Company's indebtedness in respect thereof and
will be subject to United States federal income tax on the same amounts, at the
same times and in the same manner as if such satisfaction and discharge had not
been effected.
(VD Anything in this Fifty-eighth Supplemental Indenture or the Bonds
of the Fifty-ninth Series to the contrary notwithstanding, any payment of principal of or
premium, if any, or interest on any Bond of the Fifty-ninth Series that is due on a date
other than a Business Day shall be made on the next succeeding Business Day without
including the additional days elapsed in the computation of the interest payable on such
next succeeding Business Day; provided, however, that if the Maturity date of any Bond
is a date other than a Business Day, the payment otherwise due at Maturity shall be made
on the next succeeding Business Day and shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.
(VID The Bonds of the Fifty-ninth Series shall have such further terms
as are set forth in Exhibit D hereto. If there shall be a conflict between the terms of the
form of bond and the provisions of the Mortgage, the provisions of the Mortgage shall
control to the extent permitted by law.
ARTICLE II
Outstanding Bonds
Upon the delivery of this Fifty-eighth Supplemental Indenture, Bonds of
the Fifty-ninth Series in an aggregate principal amount of $100,000,000 are to be issued
and will be Outstanding, in addition to $1,836,700,000 aggregate principal amount of
bonds of prior series Outstanding at the date of delivery of this Fifty-eighth
Supplemental Indenture.
ARTICLE III
Prospective Amendments
SECTION l. Each initial and subsequent owner of Bonds of the Fifty-
ninth Series, by virtue of its acquisition of an interest therein, shall be deemed, without
further act, to have consented to:
(D the amendment of the generic description of property contained in
the primary granting clause in the Original Mortgage to remove therefrom the
words o'all motor vehicles and automobiles", the text of such primary granting
clause, as so proposed to be amended, being set forth on Exhibit E(l) hereto;
l0
4815-0226-3078.v1 I
(ll) the amendment of the proviso following the aforesaid primary
granting clause that contains a list ofcategories ofproperty that are excepted from
the lien of the Mortgage to add references to various additional categories of
property to be so excepted, the text of such proviso, as so proposed to be
amended, being set forth in Exhibit E(2) hereto; and
(lll) the amendment of the first paragraph of Section 4 of the Original
Mortgage to delete therefrom the words "vehicles, automobiles", and to make a
clarifying change, the text of such paragraph, as so proposed to be amended,
being set forth in Exhibit E(3) hereto.
SECTION 2. Upon the effectiveness of the amendments to the Original
Mortgage described in Section I above, each granting clause contained in an indenture
supplemental to the Original Mortgage that contains the words "all motor vehicles and
automobiles", including without limitation the granting clause contained in this Fifty-
eighth Supplemental Indenture, and each proviso listing categories of property that are
excepted from the lien of the Mortgage contained in any such supplemental indenture,
including without limitation the proviso contained in this Fifty-eighth Supplemental
Indenture, shall be deemed to have been amended to remove such words therefrom.
SECTION 3. Upon the effectiveness of the amendments to the Mortgage
described in Sections I and 2 above, property of the character of automobiles and other
motor vehicles shall no longer be subject to the lien of the Mortgage, and the Trustee
shall execute and deliver to or upon the order of the Company such instruments or other
documents as, in the judgment of the Company, shall be necessary, desirable or
appropriate to evidence that such property is no longer subject to such lien.
SECTION 4. In connection with the amendments described in Sections I
and 2 above, the Company represents and warrants that, as of the date of the execution
and delivery of this Fifty-eighth Supplemental Indenture, none of its Funded Prope(y
consists of property of the character of automobiles or other vehicles and covenants that,
on and after such date, no property of the character of automobiles or other vehicles will
be included in Property Additions certified as the basis for the authentication and delivery
of bonds, the release of property, the withdrawal of cash or any other purpose under the
Mortgage.
ARTICLE IV
Miscellaneous Provisions
SECTION l. The terms defined in the Original Mortgage shall, for all
purposes of this Fifty-eighth Supplemental Indenture, have the meanings specified in the
Original Mortgage.
SECTION 2. The Trustee hereby confirms its acceptance of the trusts in
the Original Mortgage declared, provided, created or supplemented and agrees to perform
the same upon the terms and conditions in the Original Mortgage set forth, including the
following:
l1
4815-0226-3078 v1 I
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fifty-eighth Supplemental Indenture or for or
in respect of the recitals contained herein, all of which recitals are made by the Company
solely. Each and every term and condition contained in Article XVI of the Original
Mortgage shall apply to and form part of this Fifty-eighth Supplemental Indenture with
the same force and effect as if the same were herein set forth in full, with such omissions,
variations and insertions, if any, as may be appropriate to make the same conform to the
provisions of this Fifty-eighth Supplemental Indenture.
SECTION 3. Whenever in this Fifty-eighth Supplemental Indenture
either of the parties hereto is named or referred to, this shall, subject to the provisions of
Articles XV and XVI of the Original Mortgage be deemed to include the successors and
assigns of such party, and all the covenants and agreements in this Fifty-eighth
Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of
the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the respective
benefits ofthe respective successors and assigns of such parties, whether so expressed or
not.
SECTION 4. Nothing in this Fifty-eighth Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any
person, firm or corporation, other than the parties hereto, the holders of the Bonds
Outstanding under the Mortgage, any right, remedy or claim under or by reason of this
Fifty-eighth Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Fifty-eighth Supplemental lndenture contained by or on behalf of the
Company shall be for the sole and exclusive benefit of the pa(ies hereto, and of the
holders of the Bonds Outstanding under the Mortgage.
SECTION 5. This Fifty-eighth Supplemental Indenture shall be executed
in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
SECTION 6. The titles of the several Articles of this Fifty-eighth
Supplemental Indenture shall not be deemed to be any part thereof.
t2
4815-0226-3078.v1 I
IN WTTNESS WHEREOF, on the tV day of December,2015, AVISTA
CORPORATION has caused its corporate name to be hereunto affixed, and this
instnrment to be signed and sealed by its President or one of its Vice Presidents, and its
corporate seal to be attested by its Corporate Secretary or ore of its Assistant Corporat€
Secretaries for and in its behalf, all in The City of Spokane, Washington as of the day
and year first above written; and oE the _lfa, da,y of Deeember, 2015, CITIBANK, N.A.,
has caused its corporate narne to be hereurto affixed, and this instrurnont to be signed and
sealed by its President or one of its Vice Presidents or one of its Senior Trust Officers or
one of its Trust Officers and its corporate seal to be attested by one of is Vice Presidents
or onc of its Trust Oflicers, all in The City of New York, New York, as of the day and
year first above written.
AVISTA CORPORATION
l.H-ffit$i,fr:riff.
Attest:
Name: Mark T.'Ihiei
Title: Senior Vice Presidsnt and
Chief FinancialOffrcer
Executed" sealed and delivered
by AVISTA CORPORATION
in the presence o,f:
{e;e***{.fu*-,*-
Name: Richard N. Stsvens
{e
Name: Susan Y. Fleming
Title: Assistant Corporate Secretary
Name: Lauren C, Pendergraft
L9ignalure Page lo Supplemental Indenlurei)
CITIBANK, N.A., AS TRUSTEE
By
Title: Vice President
Name:
Title:
Executed, sealed and delivered
by CITIBANK, N.A.,
Vice President
Attest:
lSignature Page to Supplemental Indenture)
STATE OF WASHINCTON )
) ss.:
couNTY oF SPOKANE )
On the tte day of December, 2015, before me personally appeared Mark
T. Thies, to me known to bs a Senior Vice President and the Chief Financial Officer of
AVISTA CORPORATION, one of the corporations that executed the within and
foregoing instrumcnt, and acknowledgcd said instrument to be the free and voluntary act
and deed of said Corporation for the uses and purposss therein mentioned and on oath
stated that he was authorized to sxsoute said instrument and that the seal affixed is the
corporatc seal of said Corporntion.
On tlre tU Uay of December, 2015, before me, a Notary Public in and
Ibr the StatB ard County aforesaid" personally appeared Mark T. Thies, known to me to
be a Vice President of AVISTA CORPORATION, sne of the corporations that cxecuted
the within an furegoing instrument and acknowledged to me thatr such Corporation
executed the same.
lN WTTNESS WHEREOF, I have hereunto s€t my hand and affixed my
official seal the day and year first above written.
..#&#,rry.,,-i tS NorAHv ft !rBitit$DEBBIE DEUBEL
Notary Public
State of Washington
Commission Expires May 9,2017
Notary Public
STATE OF NEW YORK
COUNTY OF NEW YORK
On the lb auy of December, 2015 before me personally appeared Karen
Schluter, to me known to be a Vice President of CITIBANK, N.A., one of the
corporations that executed the within and foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of said Corporation for the uses and
purposes therein mentioned and on oath stated that she was authorized to execute said
instrument and that the seal affixed is the corporate seal of said Corporation.
On the lb ar1 of December,2015, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Karen Schluter, known to me to
be a Vice President of CITIBANK, N.A., one of the corporations that executed the within
and foregoing instrument and acknowledged to me that such Corporation executcd thc
same.
IN WITNESS WHEREOF, I have
official seal the day and year first above written.
State of New York
Commission Expires _
)
) ss.:
)
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERJES PRINCIPAL
AMOUNT
ISST]ED
PRINCIPAL
AMOUNT
OUTSTANDINGNO.DESIGNATION
Original June l.1939 3-l12% Series due 1964 $22,000,000 None
First October I, 1952 2 3-l12% Series due 1982
(changed to3-314o/oin
Twelfth Supplemental
Indenture)
30,000,000 None
Second May I, 1953 .,3-718% Series due I 983 r 0,000,000 None
Third December l. 1955 None
Fourth March 15. 1957 None
Fifth July l, 1957 4 4-718% Series due 1987 30,000,000 None
Sixth January I,1958 5 4-ll87o Series due 1988 20,000,000 None
Seventh August l, 1958 6 4-318% Series due 1988 r 5,000,000 None
Eighth January I,1959 7 4-314% Series due I 989 I 5,000,000 None
Ninth January l, 1960 8 5-3/8% Series due 1990 10,000,000 None
Tenth April l, 1964 9 4-518% Series due I 994 30,000,000 None
Eleventh March I ,1965 l0 4-518% Series due 1995 10,000,000 None
Twelfth May I, 1966 None
Thirteenth August I, 1966 ll 6 7o Series due 1996 20"000,000 None
Fourteenth April I, 1970 t2 9-ll47o Series due 2000 20,000,000 None
Fifteenth May 1,1973 l3 7-7l87o Series due 2003 20,000,000 None
Sixteenth February l, 1975 l4 9-318% Series due 2005 25,000,000 None
Seventeenth November l. 1976 l5 8-3/4% Series due 2006 30,000,000 None
Eighteenth June l. 1980 None
Nineteenth January I, l98l t6 l4-l/8o/o Series due l99l 40,000,000 None
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
EXHIBIT A
A-t
4815-0226-3078.v1 I
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRJNCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDINGNO.DESIGNATION
Twentieth August I,1982 t7 l5-314o/o Series due 1990-
1992
60,000,000 None
Twenty-First September l, 1983 l8 l3-112o/o Series due 2013 60,000,000 None
Twenty-Second March l. 1984 l9 l3-ll4o/o Series due 1994 60,000,000 None
Twenty-Third December l, 1986 20 9-l14% Series due 201 6 80,000,000 None
Twenty-Fourth January l,1988 2l l0-3/8o/o Series due 201 8 50.000.000 None
Twenty-Fifth October l, 1989 22
23
7-l18% Series due 201 3
7 -21 5o/o Series due 20 I 6
66,700,000
I 7,000,000
None
None
Twenty-Sixth April I, 1993 24 Secured Medium-'lerm
Notes, Series A
($250,000,000 authorized)
2s0,000,000 36,000,000
Twenty-Seventh January I,1994 25 Secured Medium-Term
Notes, Series B
($250,000,000 authorized)
r 6 r,000,000 None
Twenty-Eighth September 1,2001 26 Collateral Series due 2002 220,000,000 None
Twenty-Ninth December l, 2001 27 7.75% Series due 2007 I 50.000,000 None
Thirtieth May 1,2002 28 Collateral Series due 2003 225,000,000 None
Thirty-first May l, 2003 29 Collateral Series due 2004 245,000,000 None
Thirty-second September 1,2003 30 6.125o/o Series due 2013 45.000.000 None
Thirty-third May l. 2004 31 Collateral Series due 2005 350,000,000 None
Thirty-fourth November 1,2004 32 5.45% Series due 2019 90,000,000 90,000,000
Thirty-fifth December 1,2004 33 Collateral Series 2004.{88,850,000 25,000,000
Thirfy-sixth December 1,2004 34
35
Collateral Series 2004B
Collateral Series 2004C
66,700,000
t 7,000,000
None
None
Thirty-seventh December 1,2004 36 Collateral Series 2004D 350,000,000 None
Thirty-eighth May l,2005 3'1
38
Collateral Series 2005B
Collateral Series 2005C
66,700,000
17,000,000
None
None
Thirty-ninth November 1,2005 39 6.25% Series due 2035 l 00,000,000 r 00,000,000
A-2
4815-0226-3078.v1 I
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDINGNO.DESIGNATION
50,000,000 50,000,000
Fortieth April l,2006 40 Collateral Series due 201 I 320,000,000 None
Forty-first December 1,2006 41 5.70% Series due 2037 l 50,000,000 I 50,000"000
Forty-second April 1,2008 42 5.95% Series due 2018 250,000,000 250,000,000
Forty+hird November 1,2008 43 Collateral Series 20084 200,000,000 None
Forty-fourth December 1,2008 44 7.25% Series due 2013 30,000,000 None
Forty-fifth December 1,2008 45 Collateral Series 2008B t 7,000,000 None
Forty-sixth September 1,2009 46 5.125% Series due 2022 250.000,000 250,000,000
Forty-seventh November 1,2009 47 Collateral Series 2009,A 75,000,000 None
Forty-eighth December 1,2010 48
49
Collateral Series 2010A
Collateral Series 2010B
66,700,000
I 7,000,000
66,700,000
I 7,000,000
Forty-ninth December 1,2010 50
5t
3.89% Series due 2020
5.55% Series due 2040
52,000,000
3 5,000,000
52,000,000
35,000,000
Fiftieth December l, 2010 52 1.687o Series due 2013 50,000,000 None
Fifty-first February l, 201I 53 Collateral Series 201 lA 400,000,000 None
Fifty-second August l, 201 I None
Fifty-third December l, 201 I 54 4.457o Series due 204 I 85,000,000 8s,000,000
Fifty-fourth November 1,2012 55 4.23% Series dlue 2047 80.000.000 80,000,000
Fifty-fifth August l, 2013 56 Collateral Series 201 3A 90,000,000 90,000,000
Fifty-sixth April l,2014 57 Collateral Series 201 4A 400.000.000 400.000.000
Fifty-seventh December 1,2014 58 4.1 l7o Series due2044 $60,000,000 $60,000,000
TOTAL OUTSTANDING $l-8.36J00-000
A-3
4815-0226-3078.v1 I
FILING IN STATE OFFICES
State Office of Date
Financing Statement
Document Number
Washinoton Secretarv of State 1114115 201 5-014-3629-3
ldaho Secretarv of State 1112t15 B 2015-1 150671-0
Montana Secretary of State 1t12t15 150112676220
Oreqon Secretarv of State 1t13t2015 90340573
RECORDING IN COUNTY OFFICES
Countv Office of
Reat Estate Mo-rtqaqe Records
Date
Document
Number Book Paqe
Washinoton
Adams Auditor 1t6t15 309037 N/A N/A
Asotin Auditor 1t6t15 343454 N/A N/A
Benton Auditor 1tgt15 201 5-000555 N/A N/A
Douglas Auditor 1nn5 3183162 N/A N/A
Ferrv Auditor 1t6t15 0284467 N/A N/A
Franklin Auditor 1t6t15 1823730 N/A N/A
Garfield Auditor 1t6t15 201 5001 1 N/A N/A
Grant Auditor 1t14t15 1342617 N/A N/A
Klickitat Auditor 1tBt15 1111298 N/A N/A
Lewis Auditor 1nn5 3424954 N/A N/A
Lincoln Auditor 1t6t15 2015 0468782 110 161 0
Pend
Oreille Auditor 1t6t15 20150320447 N/A N/A
Skamania Auditor 1tgt15 201 5000032 N/A N/A
Spokane Auditor 1t6t15 6362994 N/A N/A
Stevens Auditor 1nn5 201 5 00001 14 N/A NiA
Thurston Auditor 1nn5 4424405 N/A N/A
Whitman Auditor 1t6t15 727437 N/A N/A
ldaho
Benewah Recorder 1t6t15 270283 N/A N/A
Bonner Recorder 1t6t15 868667 N/A N/A
Boundarv Recorder 9t17t15 265016 N/A N/A
Clearwater Recorder 1t6115 225758 N/A N/A
ldaho Recorder 116t15 497746 N/A N/A
Kootenai Recorder 1t8115 2482653000 N/A N/A
Latah Recorder 1t6t15 569806 N/A N/A
FILING AND RECORDING OF
FIFTY.SEVENTH SUPPLEMENTAL INDENTURE
EXHIBIT B
B-1
4815-0226-3078.v1 I
RECORDING IN COUNTY OFFICES
Countv Office of
Real Estate Mortqaqe Records
Date
Document
Number Book Paoe
ldaho
rconL)
Lewis Recorder 1t6t15 143042 N/A N/A
Nez Perce Recorder 1t6t15 827413 N/A N/A
Shoshone Recorder 1t6t15 479783 N/A N/A
Montana
Bio Horn Clerk & Recorder 1t26t15 349957 134 555
Broadwater Clerk & Recorder 1tgt15 172336 160 290
Golden
Vallev Clerk & Recorder 1t12115 82010 M 17491
Meaoher Clerk & Recorder 1t8t15 142007 N/A N/A
Mineral Clerk & Recorder 1t12t15 1 1 3340 N/A N/A
Rosebud Clerk & Recorder 3t3t15 01 14306 145MG 871-900
Sanders Clerk & Recorder 1nn5 81749 N/A N/A
Stillwater Clerk & Recorder 1tBt15 360696 N/A N/A
Treasure Clerk & Recorder 1nn5 82725 21 471
Wheatland Clerk & Recorder 1nn5 1 0841 3 M 25930-25959
Yellowstone Clerk & Recorder 1tBt15 3728449 N/A N/A
Oreoon
Douqlas Recorder 1nn5 2015-000202 N/A N/A
Jackson Recorder 1tBt15 201 5-000537 N/A N/A
Josephine Recorder 1tgt15 201 5-000266 N/A N/A
Klamath Recorder 118t15 201 5-0001 82 N/A N/A
Morrow Recorder 1tgt15 201 5-35354 N/A N/A
Union Recorder 117115 201 50039 N/A N/A
Wallowa Recorder 1nn5 00072216 N/A N/A
B-2
4815-0226-3078 v1 I
EXHIBIT C
PROPERTY ADDITIONS
First
ADDITIONAL UNDEVELOPED OR ONLY PARTIALLY DEVELOPED POWER
SITES of the Company, including all dams, reservoirs, flumes, raceways, diversion works, head
works, waterways, buildings and other works and structures forming apart of or appertaining to
said sites, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction
therewith, and the generating plants to be constructed on said sites, or any of them, including all
prior houses, buildings and other works and structures forming part of or appertaining to said
generating plants, or any of them, and all fuel delivery equipment, including gas mains, services,
meters, regulatory and general equipment, poles, wires, transformers, switches and allother
property, real, personal and mixed, forming part of or used, occupied or enjoyed in connection
with or in any"wise appertaining to said generating plants, and all other of the Company's real
estate and interests therein, rights in respect of or relating to fuel, water, machinery, equipment,
appurtenances, supplies, franchise, licenses, permits and other rights and other property forming
a part of or appertaining to said sites, or any of them, or used or enjoyed or capable of being used
or enjoyed in conjunction therewith, including the following, situated in the State of Idaho:
(1) Kootenai County, Idaho: "Greensferry"; Property No. I-K-262; Grantor: JHM
Investments, LLC; Lot2, Block l, ENERGY ADDITION TO RATHDRUM, and That
portion of the NWI/4 of Section 11, Township 5l North, Range 5 West, and Lots I
through 13, Plat l, Greenacres Irrigation District being situated in the East% of Section
2, Township 51 North, Range 5 West and Those portions of the SWl/4 and the Wl/2 of
the SEI/4 of Section 2, Township 5l North, Range 5 West, Boise Meridian, Kootenai
County,Idaho which lies Southeasterly of a line measured at right angles 1,000.0 feet
distant Southeasterly from and parallel to the center line of the right of way of the North
Pacifi c Rai lway Company.
Second
THE ADDITIONAL ELECTRIC SUBSTATIONS AND SUBSTATION SITES of
the Company, in the State of Washington, including all buildings, structures, towers, poles,
equipment, appliances and devices for transforming, converting and distributing electric energy,
and the lands of the Company on which the same are situated and all of the Company's real
estate and interests therein, machinery, equipment, appliances, devices, appurtenances and
supplies, franchises, permits and other rights and other property forming a part of said
substations or any of them, or used or enjoyed or capable of being used or enjoyed in connection
with any thereof, including, but not limited to, the following situated in the State of Washington,
to wit:
(l) Lincoln County, Washington: "Harrington Substation"; Property No. WA-22- 038;
Grantor: City of Harrington; A parcel of land lying in the NEI/4NW l/4 of Section 22,
Township 23 North, Range 36 East, Situate in Lincoln County, Washington.
c-l
4815-0226-3078.v1 I
Third
BUSINESS OFFICE(S) AND/OR MISCELLANEOUS REAL ESTATE, in the State of
Washington, to wit:
(l) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-004;
Grantor: Eric W. Houchin; Lot 12, Hole's Subdivision of Block l3 Ross Park, According
to plat recorded in Volume o'D" of plats, Page 78, Situate in the City of Spokane, County
of Spokane, State of Washington
(2) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-004;
Grantor: David K. and Perry J. Gomes; Lot 8, Hole's Subdivision of Block 13 Ross Park,
According to plat recorded in Volume "D" of plats, Page 78, Situate in the City of
Spokane, County of Spokane, State of Washington
(3) Spokane County, Washington: o'Ross Park Expansion"; Property No. WA-32-004;
Grantor: Estate of Brett P. Chapman, deceased and Kasi L. Chapman;Lot4, Hole's
Subdivision of Block l3 Ross Park, According to plat recorded in Volume "D" of plats,
Page 78, Situate in the City of Spokane, County of Spokane, Washington
(4) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-004;
Grantor: Robert B. and Stefanie E. Pettit; Lot 6, Hole's Subdivision of Block 13 Ross
Park, According to plat recorded in Volume "D" of plats, Page 78, Situate in the City of
Spokane, County of Spokane, Washington, Except the East l2 Feet
(5) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-004;
Grantor: Vicki L. Codd and Janet L. Mogensen and Bonnie J. Segar; Lot 1, Hole's
Subdivision of Block 13 Ross Park, According to plat recorded in Volume "D" of plats,
Page 78, Situate in the City of Spokane, County of Spokane, Washington
(6) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-004;
Grantor: Douglas E. Griffin; Lot7, Hole's Subdivision of Block l3 Ross Park, According
to plat recorded in Volume "D" of plats, Page 78, Situate in the City of Spokane, County
of Spokane, Washington
(7) Spokane County Washington: "Dollar Road Expansion"; Property No. WA 32-010;
Grantor: Randy L. Zutter; The North 65 Feet of Tract 204 of Orchard Avenue Addition,
as per plat thereof recorded in Volume "M" of plats, Page 24, Situate in the City of
Spokane Valley, County of Spokane, State of Washington
(8) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-004;
Grantor: Laura M. Dale: Lot 7 of Wilkinson's Subdivision of part of Block l2 of Ross
Park Addition, as per plat thereof recorded in Volume 3 of plats, Page 63, Situate in the
City of Spokane, County of Spokane, State of Washington.
(9) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-004;
Grantor: Kenneth R. Hill: Lot 6 of Wilkinson Subdivision of Part of Block l2 of Ross
c-2
4815-0226-3078 v1 I
Park Addition as per plat thereof Recorded in Volume 3 of plats, Page 63. Situate in the
City of Spokane, County of Spokane, State of Washington.
( I 0) Spokane County, Washington: "Dollar Road Expansion"; Property No. WA-32-010;
Grantor: Jason Pace and Michell D. Pace: Tract 208, Orchard Avenue, according to plat
recorded in Volume "M" of plats, page 24,in the City of Spokane Valley, Spokane
County, Washington.
(l l) Spokane County, Washington: "Dollar Road Expansion"; Property No. WA-32-010;
Grantor: Lawrence J. Jerrow: The South 50.002 feet of Tract 203,Orchard Avenue,
According to plat recorded in Volume "M" of plats, page 24,\n the City of Spokane
Valley, Spokane County, Washington
(12) Spokane County, Washington: "AAA Building"; Property No. WA-32-037.1; Grantor:
AAA Washington: Lots l-12, Inclusive, Block 15 and Lot 7 and all of Lot 8, Block 16,
Cannon's Addition according to plat recorded in Volume o'8" of plats, page 52.
(13) Spokane County, Washington: "Dollar Road Expansion"; Property No. WA-32-010;
Grantor: Constantin Samoilov: That portion of Tracts l5 and l6 of First Addition to
Orchard Park, according to plat recorded in Volume "E" of plats at page 47,in the City of
Spokane Valley, Spokane County, Washington.
(14) Spokane County, Washington: "New Deer Park Service Center";Property No. WA-32-
007; Grantor: Deer Park Country Club; A portion of the SEl/4SEl/4 of Section 36,
Township 29 North, Range 42 East, Situated in the City of Deer Park, County of
Spokane, State of Washington.
(15) Spokane County, Washinglon: "Dollar Road Expansion"; Property No. WA-32-010;
Grantor: Jonathan Heyn; Tract204, Orchard Avenue, as per plat recorded in Volume
"M" of plats. Page 24, Records of Spokane County, Except the North 65 Feet thereof,
Situate in the City of Spokane Valley, County of Spokane, State of Washington.
(16) Spokane County, Washington: "Dollar Road Expansion"; Property No, WA-32-010;
Grantor: Kreig L. and Bonnie L. Knutson; The North 82.38 feet of Tract 203, Orchard
Avenue Addition, as per plat recorded in Volume 'oM" of plats, Page 24, in the City of
Spokane Valley, Spokane County, Washington.
(17) Spokane County, Washington: "Dollar Road Expansion"; Property No. WA-32-010;
Grantor: Alice J. Munson; Tract207 of Orchard Avenue Addition, as per plat recorded in
volume M of plats, pages 24 and 25, situate in the City of Spokane Valley, County of
Spokane, State of Washington.
(18) Stevens County, Washinglon: "Long Lake HED"; Property No, WA-33 -257; Grantor:
Bradley K. and Judy J. Ritz and Daniel W. Davis;Government Lot 3 of Section 14,
Township 27 North, Range 40 East, W.M., in Stevens County Washington.
(19) Stevens County, Washington: 'ol-ong Lake HED"; Property No. WA-33 -257; Grantor:
Jeanine A. Pipella and Raymond A. Pipella;Tract 13, Sunset Recreational Tracts,
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4815-0226-3078.v1 I
according to plat thereof recorded August20,1968, under Auditor's file no. 391012, in
Stevens County, Washington.
Fourth
ADDITIONAL PROTECTION, MITIGATION AND ENHANCEMENT PROPERTY of
the Company, real, personal, or mixed, acquired, constructed and/or installed in, on, under and/or
proximate to the Company's hydroelectric generation developments for the purpose of protecting
and/or enhancing wildlife (including fish and aquatic life), botanical life and/or wetlands, and/or
mitigating any harm or damage thereto, and all other property, real, personal or mixed, used or
enjoyed or capable of being used or enjoyed in conjunction therewith, including, but not limited
to, the following in the State of Montana to wit:
(l) Sanders County, Montana: 'oCabinet Gorge Mitigation"; Property No. MT-35-251;
Grantor: Judith Hutchins; That part of the NEI/4SE1/4 and Lot 6, lying on the Northerly
side of the described line and South of the Right of Way of State Highway No. l0
altemate, also that part of Lot 1, Section 26, Township 27 North, Range 34 West,
P.M.M., Sanders County, Montana, Lying North of the described line and South of the
Right of Way of State Highway No. l0 Alternate
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4815-0226-3078.v1 I
EXHIBIT D
(Form ofBond)
PPN:
AVISTA CORPORATION
First Mortgage Bond, 4.37% Series due 2045
REGISTERED
NO.
REGISTERED
AVISTA CORPORATION, a corporation of the State of Washington
(hereinafter called the Company), for value received, hereby promises to pay to
, or registered assigns, on December 1,2045 (the "Stated Maturity Date")
DOLLARS
and to pay the registered owner hereof interest thereon semi-annually in arrears on June I
and December I in each year (each such date, an "lnterest Payment Date"), commencing
June l, 2016, and at Maturity (as hereinafter defined), at the rate of four and thirty-seven
one hundredths percentum (4.37%) per annum computed on the basis of a 360-day year
consisting of twelve 30-day months, until the Company's obligation with respect to the
payment of such principal shall have been discharged. This bond shall bear interest from
December 16,2015 or from the most recent Interest Payment Date on or prior to the date
of this bond to which interest on the bonds of this series has been paid.
Dated: AVISTA CORPORATION
Name:
Title:
ATTEST:
Name:
Title:
TRUSTEE'S CERTIFICATE
This bond is one of the bonds of the series herein designated, described or
provided for in the within-mentioned Mortgage.
CITIBANK, N.A.
Trustee
Authorized Signatory
By:
By
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4815-0226-3078 v1 I
The principal of and premium, if any, and interest on this bond payable at
Maturity shall be payable upon presentation hereof at the office or agency of the
Company in the Borough of Manhattan, The City of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for public and
private debts. The interest on this bond (other than interest payable at Maturity) shall be
paid by check, in the similar coin or currency, mailed to the registered owner hereof as of
the close of business on the seventh Business Day preceding each Interest Payment Date
(each such date being herein called a "Record Date"); provided, however, that if such
registered owner shall be a securities depositary, such payment shall be made by such
other means in lieu of check as shall be agreed upon by the Company, the Trustee and
such registered owner; and provided further that, so long as this Bond shall be held by (a)
the original purchaser hereof under the Bond Purchase Agreement (as defined in the
Fifty-eighth Supplemental Indenture referred to below) or (b) any other Institutional
Investor (as defined in such Supplemental Indenture) that (i) is the direct or indirect
transferee of this bond from such original purchaser and (ii) has made the same
agreement relating to this bond as such original purchaser made in Section 8.2 of the
Bond Purchase Agreement, payment of principal of and premium, if any, and interest on
this Bond shall be payable in the manner specified in the Bond Purchase Agreement.
Interest payable at Maturity shall be paid to the person to whom principal shall be paid.
As used herein, the term "Maturity" shall mean the date on which the principal of this
bond becomes due and payable, whether at stated maturity, upon redemption or
acceleration, or otherwise.
This bond is one of an issue of bonds of the Company issuable in series
and is one of a series known as its First Mortgage Bonds, 4.37% Series due 2045, all
bonds of all such series being issued and issuable under and equally secured (except
insofar as any sinking or other fund, established in accordance with the provisions of the
Mortgage hereinafter mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust, dated as of June l, 1939 (the
"Original Mortgage"), executed by the Company (formerly known as The Washington
Water Power Company) to City Bank Farmers Trust Company and Ralph E. Morton, as
Trustees (Citibank, N.A., successor Trustee to both said Trustees). The Original
Mortgage has been amended and supplemented by various supplemental indentures,
including the Fifty-eighth Supplemental Indenture, dated as of December 1, 2015 (the
"Fifty-eighth Supplemental Indenture"), and, as so amended and supplemented, is herein
called the "Mortgage". Reference is made to the Mortgage for a description of the
property mortgaged and pledged, the nature and extent of the security, the rights of the
holders of the bonds and of the Trustee in respect thereof, the duties and immunities of
the Trustee and the terms and conditions upon which the bonds are and are to be secured
and the circumstances under which additional bonds may be issued. If there shall be a
conflict between the terms of this bond and the provisions of the Mortgage, the
provisions of the Mortgage shall control to the extent permitted by law. The holder of
this bond, by its acceptance hereof, shall be deemed to have consented and agreed to all
of the terms and provisions of the Mortgage and, further, in the event that such holder
shall not be the sole beneficial owner of this bond, shall be deemed to have agreed to use
all commercially reasonable efforts to cause all direct and indirect beneficial owners of
this bond to have knowledge of the terms and provisions of the Mortgage and of this
bond and to comply therewith, including particularly, but without limitation, any
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4815-0226-3078.v1 I
provisions or restrictions in the Mortgage regarding the transfer or exchange of such
beneficial interests and any legend set forth on this bond.
The Mortgage may be modified or altered by affirmative vote of the
holders of at least 60%o in principal amount of the bonds outstanding under the Mortgage,
considered as one class, or, if the rights of one or more, but less than all, series of bonds
then outstanding are to be affected, then such modification or alteration may be effected
with the affirmative vote only of 60Yo in principal amount of the bonds outstanding of the
series so to be affected, considered as one class, and, furthermore, for limited purposes,
the Mortgage may be modified or altered without any consent or other action of holders
of any series of bonds. No modification or alteration shall, however, permit an extension
of the Maturity of the principal of, or interest on, this bond or a reduction in such
principal or the rate of interest hereon or any other modification in the terms of payment
of such principal or interest or the creation of any lien equal or prior to the lien of the
Mortgage or deprive the holder of a lien on the mortgaged and pledged property without
the consent of the holder hereof. Each initial and subsequent holder of bonds of this
series, by virtue of its acquisition of an interest therein, shall be deemed, without further
act, to have consented to the prospective amendments to the Original Mortgage set forth
in the Fifty-eighth Supplemental Indenture.
The principal hereof may be declared or may become due prior to the
stated maturity date on the conditions, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a Completed Default as in the Mortgage provided.
As provided in the Mortgage and subject to certain limitations therein set
forth, this bond or any portion of the principal amount hereof will be deemed to have
been paid if there has been irrevocably deposited with the Trustee moneys or direct
obligations of or obligations guaranteed by the United States of America, the principal of
and interest on which when due, and without regard to any reinvestment thereof, will
provide moneys which, together with moneys so deposited, will be sufficient to pay when
due the principal of and premium, if any, and interest on this bond when due.
The Mortgage contains terms, provisions and conditions relating to the
consolidation or merger of the Company with or into, and the conveyance or other
transfer, or lease, of assets to, another corporation and to the assumption by such other
corporation, in certain circumstances, of all of the obligations of the Company under the
Mortgage and on the bonds secured thereby.
In the manner prescribed in the Mortgage, this bond is transferable by the
registered owner hereof in person, or by his duly authorized attorney, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, upon
surrender and cancellation of this bond, together with a written instrument of transfer
whenever required by the Company duly executed by the registered owner or by its duly
authorized attorney, and, thereupon, a new fully registered bond of the same series for a
like principal amount will be issued to the transferee in exchange herefor as provided in
the Mortgage. The Company and the Trustee may deem and treat the person in whose
name this bond is registered as the absolute owner hereof for the purpose of receiving
payment and for all other purposes.
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4815-0226-3078.v1 I
In the manner prescribed in the Mortgage, any bonds of this series, upon
surrender thereof for cancellation at the office or agency of the Company in the Borough
of Manhattan, The City of New York, are exchangeable for a like aggregate principal
amount of bonds of the same series of other authorized denominations.
Priorto the Par Call Date (as hereinafter defined), the bonds of this series
shall be redeemable in whole at any time or in part from time to time, at the option of the
Company, upon notice mailed as provided in Section 52 of the Mortgage, at a redemption
price equal to the greater of
(a) 100% of the principal amount of the bonds being redeemed,
and
(b) the sum of the present values of the remaining scheduled
payments of principal of and interest (not including any portion of any scheduled
payment of interest which accrued prior to the redemption date) on the bonds
being redeemed discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Yield (as hereinafter defined) plus 50 basis points,
plus,in the case of either (a) or (b) above, whichever is applicable, accrued interest on
such bonds to the date of redemption.
On or after the Par Call Date, the bonds of this series shall be redeemable
in whole at any time, or in part from time to time, at the option of the Company, upon
notice mailed as aforesaid, at a redemption price equal to 100% of the principal amount
of the bonds being redeemed plus accrued interest on such bonds to the date of
redemption.
"Par Call Date" means June 1 ,2045.
"Treasury Yield" means, with respect to any redemption of the bonds of
this series, the rate per annum equalto the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price. The Treasury Yield shall be calculated as of the third business day preceding the
earlier of (a) the date notice of redemption is mailed to holders of bonds of this series and
(b) the date irrevocable arrangements with the Trustee for the mailing of such notice shall
have been made, as the case may be, (the "Calculation Date").
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to the
remaining term of the bonds of this series that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the bonds.
"Comparable Treasury Price" means (A) the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the Calculation Date, as set forth in the H.15 Daily Update of the
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4815-0226-3078.v1 I
Federal Reserve Bank of New York or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, the Reference Treasury
Dealer Quotation for the Calculation Date.
"H.15(519)" means the weekly statistical release entitled "Statistical
Release H.l5 (519)", or any successor publication, published by the Board of Governors
of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.l5(519) available
through the worldwide website of the Board of Governors of the Federal Reserve System
or any successor site or publication.
"lndependent Investment Banker" means any independent investment
banking institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount and quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. on the Calculation Date).
"Reference Treasury Dealer" means a primary U.S. Government securities
dealer in New York City appointed by the Company and reasonably acceptable to the
Trustee.
Except as provided above, the bonds of this series are not redeemable
prior to their stated maturity date.
No recourse shall be had for the payment of the principal of or premium, if
any, or interest on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the Company or of any
predecessor or successor corporation, as such, either directly or through the Company or
any predecessor or successor corporation, under any rule of law, statute or constitution or
by the enforcement of any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released by the holder or owner
hereof by the acceptance of this bond and being likewise waived and released by the
terms of the Mortgage.
This bond shall not become obligatory until Citibank, N.A., the Trustee
under the Mortgage, or its successor thereunder, shall have signed the form of certificate
endorsed hereon.
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4815-0226-3078.v1 I
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
[please insert social security or other identi$ing number of assignee]
[please print or typewrite name and address of assignee]
the within bond of AVISTA CORPORATION and does hereby irrevocably constitute
and appoint n Attorney, to transfer said bond on
the books of the within-mentioned Company, with full power of substitution in the
premises.
Dated:
Isignature of assignor]
Notice: The signature to this assignment must correspond with the name as written upon
the face of the bond in every particular without alternation or enlargement or any change
whatsoever.
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4815-0226-3078.v1 I
EXHTBTT E(l)
PROSPECTIVE AMENDMENT TO ORIGINAL MORTGAGE
The text of the generic description of property in the primary granting
clause contained in the Original Mortgage, as proposed to be amended, is set forth below:
All of the property, real, personal and mixed, of every character
and wheresoever situated (except any hereinafter expressly excepted)
which the Company now owns or, subject to the provisions of Section 87
hereof, may hereafter acquire prior to the satisfaction and discharge of this
Indenture, as fully and completely as if herein specifically described, and
including (without in anywise limiting or impairing by the enumeration of
the same the scope and intent of the foregoing or of any general
description contained in this Indenture) all lands, real estate, easements,
servitudes, rights of way and leasehold and other interests in realestate; all
rights to the use or appropriation of water, flowage rights, water storage
rights, flooding rights, and other rights in respect of or relating to water;
all plants for the generation of electricity, power houses, dams, dam sites,
reservoirs, flumes, raceways, diversion works, head works, waterways,
water works, water systems, gas plants, steam heat plants, hot water
plants, ice or refrigeration plants, stations, substations, offices, buildings
and other works and structures and the equipment thereof and all
improvements, extensions and additions thereto; all generators, machinery,
engines, turbines, boilers, dynamos, transformers, motors, electric
machines, switchboards, regulators, meters, electrical and mechanical
appliances, conduits, cables, pipes and mains; all lines and systems for the
transmission and distribution of electric current, gas, steam heat or water
for any purpose; all towers, mains, pipes, poles, pole lines, conduits,
cables, wires, switch racks, insulators, compressors, pumps, fittings,
valves and connections; all motor vehicles and automobiles; all tools,
implements, apparatus, furniture, stores, supplies and equipment; all
franchises (except the Company's franchise to be a corporation), licenses,
permits, rights, powers and privileges; and (except as hereinafter expressly
excepted) all the right, title and interest of the Company in and to all other
property of any kind or nature.
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4815-0226-3078.v1 I
EXHTBTT E(2)
PROSPECTIYE AMENDMENT TO ORIGINAL MORTGAGE
The text of the proviso following the primary granting clause
Original Mortgage, as proposed to be amended, is set forth below:
Provided that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed hereunder and hereby expressly excepted from the lien
and operation of this Indenture viz.: (l) cash, shares of stock and obligations (including
bonds, notes and other securities) not hereafter specifically pledged, paid, deposited or
delivered hereunder or hereinafter covenanted so to be; (2) merchandise, equipment,
materials or supplies held for the purpose of sale in the usual course of business or for
consumption in the operation of any properties of the Company; (3) bills, notes and
accounts receivable, and all contracts, leases and operating agreements not specifically
pledged hereunder or hereinafter covenanted so to be; (4) electric energy and other
materials or products generated, manufactured, produced or purchased by the Company
for sale, distribution or use in the ordinary course of its business; (5) all automobiles,
buses, trucks, truck cranes, tractors, trailers and similar vehicles and movable equipment;
all rolling stock, rail cars and other railroad equipment; all vessels, boats, barges, and
other marine equipment; all airplanes, helicopters, drones, aircraft engines and other
flight equipment; all parts, accessories and supplies used in connection with any of the
foregoing; and all personal property of such character that the perfection of a security
interest therein or other lien thereon is not governed by the Uniform Commercial Code
(or similar law) as in effect in the jurisdiction in which such property is located; and
(6) any property released pursuant to any provisions ofthis Indenture and not disposed of
by the Company and improvements, extensions and additions thereto and renewals and
replacements thereof; provided, however, that the property and rights expressly excepted
from the lien and operation of this Indenture in the above subdivisions (2) and (3) shall
(to the extent permitted by law) cease to be so excepted in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XII hereof by reason of the occurrence of a
Completed Default as defined in said Article XII.
the
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4815-0226-3078.v1 I
EXHTBTT E(3)
PROSPECTIYE AMENDMENT TO ORIGINAL MORTGAGE
The text of the first paragraph of Section 4 of the Original Mortgage, as
proposed to be amended, is set forth below:
Section 4. The term "Property Additions" shall mean plants, lines, pipes,
mains, cables, machinery, transmission lines, pipe lines, distribution systems, service
systems and supply systems, property, real or personal, and improvements, extensions,
additions, renewals or replacements acquired by the Company by purchase,
consolidation, merger, donation or in any other way whatsoever, subsequent to May 31,
1939, or made or constructed subsequent to May 31, 1939, or in the process of
construction or erection in so far as actually constructed or erected subsequent to May 31,
1939, and used or useful or to be used in or in connection with the business of generating,
manufacturing, transporting, transmitting, distributing or supplying electricity or gas for
light, heat, power, refrigeration or other purposes. The term "Property Additions" shall
not, however, include (1) any shares of stock, bonds, evidences of indebtedness or other
securities or contracts, leases, or operating agreements, bills, notes, accounts receivable,
or choses in action, or (2) except as herein otherwise specifically provided, going value,
good will, franchises or governmental permits or licenses granted to or acquired by the
Company, as such, separate and distinct from the property operated thereunder or in
connection therewith or incident thereto, or (3) any goods, wares, merchandise,
equipment, materials or supplies held for the purpose of sale or resale in the usual course
of business or for the purpose of consumption in the operation of any of the properties of
the Company, or (4) any lands, leases, gas rights, wells, gathering, tap or other pipe lines,
or equipment, used principally and primarily for the production or gathering of natural
gas, or (5) any property, the cost of acquiring, making or constructing which is
chargeable under accepted principles of accounting to operating expenses, or (6) any
property (whether or not listed above) that is excepted from, or otherwise not subject to,
the lien of this Indenture.
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4815-0226-3078.v1 I